Corporate governance

: responsabilidade civil dos administradores e a aplicação da business judgment rule

Abstract

Corporate Governance plays a crucial role in structuring and managing commercial companies, ensuring good management practices and transparency. In this context, directors’ civil liability is consolidated as an essential legal instrument to ensure compliance with the fiduciary duties, and, consequently, to protect the company and stakeholders’ interests. This dissertation examines the foundations and limits of directors’ civil liability, in connection with the Business Judgment Rule and the article 72º/2 of the Portuguese commercial companies’ code (Código das Sociedades Comerciais). Through a doctrinal and case law analysis, we seek to understand the impact of this rule within the corporate context.

Date of Award	18 Jul 2025
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Daniela Baptista (Supervisor)